We have been studying two regulatory elements which are single-stranded when the human c-myc proto-oncogene is expressed and been characterizing the conformation and topology sensitive DNA binding proteins interacting with these elements. First, a cell type, differentiation specific positive cis-element, FUSE, 1.5 kb upstream of promoter P1 is single stranded when c-myc is expressed in vivo and is devoid of nucleosomes except when c-myc is repressed. This element specifically binds FBP, a sequence specific, single strand DNA binding protein. FBPs amino terminus is a potent transcriptional repressor which interacts with TFIIH while the carboxyl is a powerful transcription activator. The activation domain of FBP binds directly with the p62 subunit of TFIIH. A co-repressor with FBP, FIR, binds the central domain of FBP and interacts with TFIIH. FIR increases the affinity of FBP for binding with the FUSE element. FBP activation is defective in xeroderma pigmentosum cells mutated in TFIIH subunits. The central domain of FBP mediates interaction with FUSE. This portion of the protein is composed of repeated ?KH? motifs which comprise a bi-partite DNA binding domain. Sub-domains constituted of the amino-terminal two KH repeats or the carboxyl pair of KH motifs bind weakly and strongly, respectively with upstream and downstream contiguous sequence segments of FUSE. Upon binding with FIR, the weak binding sub-domain of FBP recognizes the upstream segment of FUSE with increased affinity. Both FBP and FIR have been shown to control levels of endogenous c-myc expression. NMR studies of a complex between the strong binding sub-domain and the downstream segment of FUSE suggest that FBP is truly a DNA binding protein as particular features of the complex are unique to DNA-protein interactions. A third protein binds with activating segments in the carboxyl terminus of FBP. This portein also blunts FBP activation. All of these interactions occur both in vivo and in vitro. The mechanism of transcriptional modulation by the FBP/FIR/TFIIH/repressor/co-activator complex promises to reveal important new regulatory mechanisms. The relevance of FBP to the regulation of c-myc has been established using defective adenoviruses directing the expression of either a dominant negative FBP or antisense FBP mRNA. Either of these viruses rapidly reduces the levels of FBP with a concomitant drop in both c-myc mRNA and protein. Whereas the dominant negative FBP augments single stranded character at FUSE in vivo, antisense FBP mRNA decreases reactivity with permanganate. Additional experiments have exposed the presence of multiple signals embedded within FBP targeting the protein to multiple nuclear compartments. Second, a complex set of factors binds to a cytidine-rich nonanucleotide sequence, repeated five times, found 100-150 bp upstream of P1. This region, required for transcription from P1 as well as augmenting expression from P2, binds several sequence specific, single strand or supercoil DNA binding proteins. hnRNP K binds to this CT-element in supercoiled DNA. In vitro transcription experiments and transfection studies indicate that hnRNP K participates in the stimulation of gene expression through the CT-element. Structural studies are underway to determine how hnRNP K binds with the CT-element. The properties of FBP and hnRNP K prompted examination of c-myc regulatory cis-elements in vivo and in vitro to determine how these sites become melted. Using actively transcribing T7 RNA polymerase to generate torque, recent experiments indicate that the dynamic transmission of mechanical stress destabilizes particular elements, such as CT-elements, even in the absence of defined topological boundaries. Because single-stranded DNA is much more flexible to torsion and flexion than is duplex, interposing CT-elements between genetically interacting sites facilitates these interactions. Therefore one function of regulated single-stranded cis-elements is to serve as protein-DNA hinge. Topological and conformational changes in chromatin structure feature prominently during metaphase when chromosomes condense, transcription ceases, and bound factors generally dissociate from DNA. DNA at transcription start sites was analyzed in vivo during mitosis and found to be conformationally distorted in genes scheduled for reactivation but undistorted for repressed genes. These protein-dependent, conformational perturbations might help to re-establish transcription after mitosis by marking genes for re-expression. Recent work suggests that establishment of this genetic bookmark is a local phenomenon.